EXHIBIT 4.13
AIM GROUP, INC.
Warrant Agreement
THIS AGREEMENT is made as of August 17, 1999, by and between AIM Group,
Inc., a Delaware corporation (the "Company"), and Xxxxxxx Securities Inc. (the
"Warrant Holder").
W I T N E S S E T H:
WHEREAS, the Company desires to issue to the Warrant Holder warrants to
purchase shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), in consideration for the Warrant Holder's consulting services
to the Company.
NOW, THEREFORE, the parties hereto, intending to be legally bound, do
agree as follows:
1. Purchase Warrant. Subject to the terms and conditions of this
Agreement, the Company hereby issues to Warrant Holder the right and option to
purchase from the Company all or part of an aggregate of 35,250 shares of Common
Stock. This warrant is not intended to constitute an incentive stock option
within the meaning of Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code").
2. Warrant Price and Time of Exercise. The per-share purchase
price at which the shares subject to warrant hereunder may be purchased by
Warrant Holder pursuant to his exercise of this warrant shall be $4.15, which
price equals the closing sale price per share of the Common Stock on August 17,
1999, the date-of issuance of this warrant. The Warrant Holder's right to
exercise this warrant shall be fully vested. The right to exercise the warrant
shall be cumulative to the extent not theretofore exercised. The right to
exercise the warrant shall expire, except as provided in Paragraph 6 below, at
the close of business on the day preceding the second anniversary hereof (the
"Warrant Exercise Period").
3 Method of Exercise and Payment for Shares. This warrant shall
be exercised by written notice delivered to the Company at its principal office,
specifying the number of shares to be acquired upon such exercise, and
accompanied by cash payment of the exercise price.
4. Warrant Exercise Demand. The Company reserves the right to
demand to the Warrant Holder that this warrant be exercised within 30 days from
notice in writing upon the event that the closing price of the Common Stock of
the Company averages above $10.00 per share for a 30 day period during the
Warrant Exercise Period. After 30 days from the notice hereof shall have first
been given, if the Warrant Holder has not exercised this warrant, the warrant
issued hereunder shall automatically terminate and be of no further force and
effect whatsoever, without the necessity for any additional notice or other
action by the Company.
5. Non-transferability. This warrant is not transferable by
Warrant Holder except as otherwise provided in Paragraph 6 below, and during
Warrant Holder's lifetime is exercisable only by him.
6. Exercise After Death. In the event Warrant Holder dies before
the expiration of this warrant, Warrant Holder's estate, or the person or
persons to whom his rights under this warrant shall pass by will or the laws of
descent and distribution, may exercise this warrant, to the extent exercisable
at the date of death, at any time within six mouths following Warrant Holder's
death (but in any event before the expiration of the Warrant Exercise Period).
7. Adjustments.
(a) Adjustments by Stock Split, Stock Dividend, Etc. If
the Company shall at any time increase or decrease the number of its outstanding
shares of Common Stock, or change in any way the rights and privileges of such
shares, by means of the payment of a Common Stock dividend or the making of any
other distribution upon such shares payable in Common Stock, or through a Common
Stock split or subdivision of shares, or a consolidation or combination of
shares, or through a reclassification or recapitalization involving the Common
Stock, then the numbers, rights and privileges of the shares of Common Stock
underlying the warrant issued hereunder shall be increased, decreased or changed
in like manner as if they had been issued and outstanding, fully paid and
non-assessable at the time of such occurrence.
(b) Dividend Payable in Stock of Another Corporation,
Etc. If the Company shall at any time pay or make any dividend or other
distribution upon the Common Stock payable in securities or other property
(except money or Common Stock), a proportionate part of such securities or other
property shall be set aside and delivered to the Warrant Holder upon exercise
hereof.
(c) Apportionment of Price. Upon any occurrence described
in the preceding subsections (a) and (b) of this Section 7, the total warrant
price hereunder shall remain unchanged but shall be apportioned ratably over the
increased or decreased number or changed kinds of securities or other property
subject to this warrant.
(d) Rights to Subscribe. If the Company shall at any time
grant to the holders of its Common Stock rights to subscribe pro rata for
additional shares thereof or for any other securities of the Company or of any
other corporation, there shall be added to the number of shares underlying this
option the Common Stock or other securities which the Warrant Holder would have
been entitled to subscribe for if immediately prior to such grant the Warrant
Holder had exercised his entire warrant, and the warrant price shall be
increased by the amount which would have been payable by the Warrant Holder for
such Common Stock or other securities.
(e) Determination by the Company. Adjustments under this
Section 7 shall be made by the Company, whose determinations with regard thereto
shall be final and binding. No fractional shares of Common Stock shall be issued
on account of any such adjustment.
8. Merger, Consolidation. Etc.
(a) Effect of Transaction. Upon the occurrence of any of
the following events, if the notice required by Section 8(b) hereof shall have
first been given, the warrant issued hereunder shall automatically terminate and
be of no further force and effect whatsoever, without the necessity for any
additional notice or other action by the Company: (i) the merger, consolidation
or liquidation of the Company or the acquisition of its assets or stock pursuant
to a nontaxable reorganization, unless the surviving or acquiring corporation,
as the case may be, shall assume all outstanding warrants of the Company or
substitute new warrants for them pursuant to Section 425(a) of the Code; (ii)
the dissolution or liquidation of the Company; (iii) the appointment of a
receiver for all or substantially all of the Company's assets or business; (iv)
the appointment of a trustee for the Company after a petition has been filed for
the Company's reorganization under applicable statutes; or (v) the sale, lease
or exchange of all or substantially all of the Company's assets and business.
(b) Notice of Such Occurrences. At least 30 days' prior
written notice of any event described in Section 8(a) hereof, except the
transactions described in subsections 8(a)(iii) and (iv) as to which no notice
shall be required, shall be given by the Company to the Warrant Holder. If the
Warrant Holder is so notified, he may exercise all or a portion of the entire
unexercised portion of this warrant at any time before the occurrence of the
event requiring the giving of notice. Such notice shall be deemed to have been
given when delivered personally to the Warrant Holder or when mailed to the
Warrant Holder by registered or certified mail, postage prepaid, at the Warrant
Holder's last address known to the Company.
9. Binding Effect. Entire Agreement. Subject to the limitations
stated above, this Agreement shall be binding upon and inure to the benefit of
the personal representatives of Warrant Holder and the successors of the
Company. This Agreement constitutes the entire agreement between the parties and
cannot be altered, modified, or changed ire any way unless made in writing and
signed by the party against whom such alteration, modification, or change is
asserted.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by its Chief Executive Officer and the Warrant Holder has signed this Agreement.
AIM GROUP, INC.
By: _______________________________
Xxxx X. Arena
Chief Executive Officer
XXXXXXX SECURITIES INC.
___________________________________
Xxxxxxx Securities Inc.
Warrant Holder
